Cue Biopharma Inc

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

Cue Biopharma, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of the Corporation has duly adopted resolutions in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware authorizing, declaring advisable and approving an amendment to the Amended and Restated Certificate of Incorporation of the Corporation to (i) increase the number of authorized shares of capital stock of the Corporation and (ii) increase the number of authorized shares of Common Stock of the Corporation. Thereafter, the stockholders of the Corporation duly adopted such amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

SECOND: That the amendment to the Amended and Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation.

THIRD: That, upon the effectiveness of this Certificate of Amendment, Section 3.01 of Article III of the Amended and Restated Certificate of Incorporation, as heretofore amended, is hereby amended and restated in its entirety as follows:

“SECTION 3.01. Amount: The total number of shares which the Corporation has authority to issue is 210,000,000 shares, consisting of: 10,000,000 shares designated as Preferred Stock, par value of $0.001 per share (“Preferred Stock”), and 200,000,000 shares designated as Common Stock, par value of $0.001 per share (“Common Stock”).”

IN WITNESS WHEREOF, this Certificate of Amendment of Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this ___ day of _________, 2024.

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Special Meeting of Stockholders

For Stockholders of Record on September 5, 2024

Tuesday, October 8, 2024 9:00 AM, Eastern Time

Special Meeting to be held live via the internet - please visit

www.proxydocs.com/CUE for more details.

Internet:

www.proxypush.com/CUE

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YOUR VOTE IS IMPORTANT! envelope provided

PLEASE VOTE BY: 8:59 AM, Eastern Time, October 8, 2024.

Virtual:

You must pre-register to attend the meeting online

and/or participate at www.proxydocs.com/CUE.

This proxy is being solicited on behalf of the Board of Directors

The undersigned hereby appoints Daniel R. Passeri, Kerri-Ann Millar and Colin Sandercock (the "Named Proxies"), and each of them, as the true and

lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital

stock of Cue Biopharma, Inc. which the undersigned is entitled to vote at said meeting and any adjournment or postponement thereof upon the matters

specified and upon such other matters as may be properly brought before the meeting or any adjournment or postponement thereof, conferring authority

upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy

heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED

IDENTICAL TO THE BOARD OF DIRECTORS' RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed

herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any

adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in

accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return

this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved

Cue Biopharma, Inc. Special Meeting of Stockholders

Please make your marks like this:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1 AND 2

BOARD OF

DIRECTORS

PROPOSAL YOUR VOTE RECOMMENDS

FOR AGAINST ABSTAIN

The adoption and approval of an amendment to our Amended and Restated Certificate of FOR

#P1# #P1# #P1#

Incorporation, as amended, to increase the number of authorized shares of our capital stock from

110,000,000 to 210,000,000 and increase the number of authorized shares of our common stock

from 100,000,000 to 200,000,000.

The approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary to FOR

#P2# #P2# #P2#

permit further solicitation of proxies in the event that there are insufficient votes for the adoption

and approval of Proposal 1.

You must pre-register to attend the meeting online and/or participate at www.proxydocs.com/CUE.

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,

administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of

authorized officer signing the Proxy/Vote Form.

Signature (and Title if applicable) Signature (if held jointly)

YOUR VOTE IS IMPORTANT! envelope provided

PLEASE VOTE BY: 8:59 AM, Eastern Time, October 8, 2024.

Virtual: